<PAGE>

                                                                  EXHIBIT 10-6-1

                               EXELON CORPORATION
                  RESTRICTED STOCK AWARD AGREEMENT [______-__]

Exelon Corporation, a Pennsylvania corporation (the "Company"), hereby grants
[NAME], (the "Holder") as of [DATE], (the "Grant Date"), pursuant to the
provisions of the Exelon Corporation Long-Term Incentive Plan, as amended and
restated effective January 28, 2002 (the "Plan"), a restricted stock award (the
"Award") of [WRITTEN NUMBER] ([NUMERICAL NUMBER]) restricted shares of the
Company's common stock, without par value ("Common Stock"), upon and subject to
the terms and conditions set forth below. Capitalized terms not defined herein
shall have the meanings specified in the Plan.

1.    Award Subject to Acceptance of Agreement.

The Award shall be subject to all the terms of this Agreement and the Plan.

2.    Rights as a Stockholder.

The Holder shall have the right to vote the shares of Common Stock subject to
the Award and to receive dividends and other distributions thereon unless and
until such shares are forfeited pursuant to Section 3.2 hereof; provided,
however, that a dividend or distribution with respect to shares (including,
without limitation, a stock dividend or stock split), other than a regular cash
dividend, shall be delivered to the Company (and the Holder shall, if requested
by the Company, execute and return one or more irrevocable stock powers related
thereto) and shall be subject to the same restrictions as the shares of Common
Stock with respect to which such dividend or distribution was made.

3.    Restriction Period -- Vesting Dates and Vesting.

      3.1   Vesting Dates.

      Subject to Section 3.2 below, all of the shares of Common Stock subject to
      the Award shall vest and the restrictions thereon shall lapse on the
      [FIFTH] anniversary of the Grant Date.

      3.2   Forfeiture/Accelerated Vesting of Non-Vested Shares.

      (a)   If Holder terminates his or her employment with the Company or any
            successor thereto for any reason prior to the [FIFTH] anniversary of
            the Grant Date, all non-vested shares of Common Stock subject to the
            Award will be forfeited.

      (b)   If Holder's employment with the Company or any successor thereto
            terminates prior to the [FIFTH] anniversary of the Grant Date on
            account of Holder's death or disability, the Award will become fully
            vested as of the date of such termination of employment.

      (c)   If the Company or any successor thereto terminates Holder's
            employment prior to the [FIFTH] anniversary of the Grant date for
            any reason other than Cause or poor performance as determined by the
            Company in accordance with applicable personnel policy, the Award
            will become fully vested as of the date of such termination of
            employment.

4.    Termination of Award.

In the event that the Holder shall forfeit any shares of Common Stock subject to
the Award pursuant to Section 3.2, this Award shall immediately terminate. The
Holder shall, upon the Company's request,
<PAGE>
promptly return this Agreement to the Company for cancellation. Such
cancellation shall, however, be effective regardless of whether the Holder
returns this Agreement.


                                       2
<PAGE>
5.    Additional Terms and Conditions of Award.

      5.1.  Nontransferability of Award.

      This Award may not be sold, transferred, assigned, pledged, hypothecated,
      encumbered or otherwise disposed of (whether by operation of law or
      otherwise) or be subject to execution, attachment or similar process. Upon
      any attempt to so sell, transfer, assign, pledge, hypothecate or encumber,
      or otherwise dispose of this Award or any shares of Common Stock subject
      hereto that have not vested and been issued pursuant to Section 5.5, this
      Award and any obligation of the Company with respect to the shares subject
      hereto shall immediately become null and void.

      5.2.  Withholding Taxes.

            (a) As a condition precedent to the delivery to the Holder of any
            shares of Common Stock subject to the Award, the Holder shall, upon
            request by the Company, pay to the Company (or shall cause a
            broker-dealer on behalf of the Holder to pay to the Company) such
            amount of cash as the Company may be required, under all applicable
            federal, state, local or other laws or regulations, to withhold and
            pay over as income or other withholding taxes (the "Required Tax
            Payments") with respect to the Award. If the Holder shall fail to
            advance the Required Tax Payments after request by the Company, the
            Company may, in its discretion, deduct any Required Tax Payments
            from any amount then or thereafter payable by the Company to the
            Holder.

            (b) The Holder may elect to satisfy his or her obligation to advance
            the Required Tax Payments by any of the following means: (1) a cash
            payment to the Company pursuant to Section 5.2(a), (2) delivery to
            the Company of previously owned whole shares of Common Stock (which
            the Holder has held for at least six months prior to the delivery of
            such shares or which the Holder purchased on the open market and for
            which the Holder has good title, free and clear of all liens and
            encumbrances) having a Fair Market Value, determined as of the date
            the obligation to withhold or pay taxes first arises in connection
            with the Award (the "Tax Date"), equal to the Required Tax Payments,
            (3) authorizing the Company to withhold from the shares of Common
            Stock otherwise to be delivered to the Holder pursuant to the Award
            a number of whole shares of Common Stock having a Fair Market Value,
            determined as of the Tax Date, equal to the Required Tax Payments,
            (4) a cash payment by a broker-dealer acceptable to the Company
            through whom the Holder has sold the shares with respect to which
            the Required Tax Payments have arisen or (5) any combination of (1),
            (2) and (3). The Committee shall have sole discretion to disapprove
            of an election pursuant to any of clauses (2)-(5). Shares of Common
            Stock to be delivered or withheld may not have a Fair Market Value
            in excess of the minimum amount of the Required Tax Payments. Any
            fraction of a share of Common Stock which would be required to
            satisfy such an obligation shall be disregarded and the remaining
            amount due shall be paid in cash by the Holder. No certificate
            representing a share of Common Stock shall be delivered until the
            Required Tax Payments have been satisfied in full.

      5.3.  Adjustment.

      In the event of any stock split, stock dividend, recapitalization,
      reorganization, merger, consolidation, combination, exchange of shares,
      liquidation, spin-off or other similar change in capitalization or event,
      or any distribution to holders of Common Stock other than a regular cash
      dividend, the number and class of securities subject to the Award shall be
      adjusted as determined by the Committee. .The decision of the Committee
      regarding any such adjustment shall be final, binding and conclusive.


                                       3
<PAGE>
      5.4.  Compliance with Applicable Law.

      The Award is subject to the condition that if the listing, registration or
      qualification of the shares subject to the Award upon any securities
      exchange or under any law, or the consent or approval of any governmental
      body, or the taking of any other action is necessary or desirable as a
      condition of, or in connection with, the vesting or delivery of shares
      hereunder, the shares of Common Stock subject to the Award shall not vest
      or be delivered, in whole or in part, unless such listing, registration,
      qualification, consent or approval shall have been effected or obtained,
      free of any conditions not acceptable to the Company. The Company agrees
      to use reasonable efforts to effect or obtain any such listing,
      registration, qualification, consent or approval.

      5.5.  Delivery of Certificates.

      Subject to Section 5.2, as soon as practicable after the shares of Common
      Stock subject to the Award until such Award shall have become vested
      pursuant to Section 3.2 hereof. Subject to Section 5.2, as soon as
      practicable after the shares of Common Stock subject to the Award become
      vested, , the Company shall deliver or cause to be delivered one or more
      certificates (or book entries) issued in the Holder's name representing
      the number of vested shares and destroy the stock power or powers relating
      to the vested shares. The Company shall pay all original issue or transfer
      taxes and all fees and expenses incident to such delivery, except as
      otherwise provided in Section 5.2.

      5.6.  Award Confers No Rights to Continued Employment.

      In no event shall the granting of the Award or its acceptance by the
      Holder give or be deemed to give the Holder any right to continued
      employment by the Company or any affiliate of the Company.

      5.7.  Decisions of Committee.

      The Committee shall have the right to resolve all questions which may
      arise in connection with the Award. Any interpretation, determination or
      other action made or taken by the Committee regarding the Plan or this
      Agreement shall be final, binding and conclusive.

      5.8.  Investment Representation.

      The Holder hereby represents and covenants that (a) any share of Common
      Stock acquired upon the vesting of the Award will be acquired for
      investment and not with a view to the distribution thereof within the
      meaning of the Securities Act of 1933, as amended (the "Securities Act"),
      unless such acquisition has been registered under the Securities Act and
      any applicable state securities law; (b) any subsequent sale of any such
      shares shall be made either pursuant to an effective registration
      statement under the Securities Act and any applicable state securities
      laws, or pursuant to an exemption from registration under the Securities
      Act and such state securities laws; and (c) if requested by the Company,
      the Holder shall submit a written statement, in form satisfactory to the
      Company, to the effect that such representation (x) is true and correct as
      of the date of acquisition of any shares hereunder or (y) is true and
      correct as of the date of any sale of any such shares, as applicable.

      5.9.  Agreement Subject to the Plan.

      This Agreement is subject to the provisions of the Plan and shall be
      interpreted in accordance therewith.


                                       4
<PAGE>
6.    Miscellaneous Provisions.

      6.1.  Meaning of Certain Terms.

      As used herein, the following terms shall have the respective meanings set
      forth below:

      "Fair Market Value" means the closing transaction price of a share of
      Common Stock, as reported on the New York Stock Exchange Composite
      Transactions on the date in question or, if there shall be no reported
      transaction for such date, on the next preceding date for which a
      transaction was reported.

      As used herein, "employment by the Company" shall include employment by
      any successor to the Company or by a corporation which is a "subsidiary
      corporation" of the Company, as such term is defined in section 424 of the
      Code. References in this Agreement to sections of the Code shall be deemed
      to refer to any successor section of the Code or any successor internal
      revenue law.

      6.2.  Successors.

      This Agreement shall be binding upon and inure to the benefit of any
      successor or successors of the Company and any person or persons who
      shall, upon the death of the Holder, acquire any rights hereunder in
      accordance with this Agreement or the Plan.

      6.3.  Notices.

      All notices, requests or other communications provided for in this
      Agreement shall be made, if to the Company, to Exelon Corporation, 10
      South Dearborn Street -- 37th Floor, Chicago, Illinois 60603, Attention:
      Corporate Secretary, and if to the Holder, at his or her then current work
      location. All notices, requests or other communications provided for in
      this Agreement shall be made in writing (a) by personal delivery to the
      party entitled thereto, (b) by facsimile transmission with confirmation of
      receipt, (c) by mailing in the United States mails to the last known
      address of the party entitled thereto or (d) by express courier service.
      The notice, request or other communication shall be deemed to be received
      upon personal delivery, upon confirmation of receipt of facsimile
      transmission, or upon receipt by the party entitled thereto if by United
      States mail or express courier service; provided, however, that if a
      notice, request or other communication is not received during regular
      business hours, it shall be deemed to be received on the next succeeding
      business day of the Company.

      6.4.  Governing Law.

      This Agreement, the Award and all determinations made and actions taken
      pursuant hereto and thereto, to the extent not otherwise governed by the
      laws of the United States, shall be governed by the laws of the
      Commonwealth of Pennsylvania and construed in accordance therewith without
      giving effect to conflicts of laws principles.

                                           EXELON CORPORATION


                                           By:______________________________
                                                  Katherine Combs
                                                  Secretary


                                       5